Richard N. Snyder – Chairman and Chief Executive Officer Nancy Harris – Senior Vice President of Operations and Chief Operating Officer Jay Peterson – Vice President and Chief Financial Officer

Richard W. West – J.M. Dutton & Associates

Welcome to the third quarter 2008 Asure Software earnings conference call. (Operator Instructions) I’d now like to turn the call over to Lisa Flynn from Asure Software.

Welcome everyone to Asure Software’s conference call. Before we start, I’d like to mention that some of the statements made by management during this call might include projections, estimates, and other forward-looking information. This will include any discussion of the company’s business outlook. These particular forward-looking statements and all of the statements that may be made on this call that are not historical are subject to a number of risks and uncertainties that could affect their outcome. You are urged to consider the risk factors relating to the company’s business contained in our latest periodic report on file with the Securities and Exchange Commission. These risk factors are important and they could cause actual results to differ materially. This call is also being recorded on behalf of Asure Software and is copyrighted material. It cannot be recorded or re-broadcast without the company’s expressed permission and your participation implies consent to the call’s recording. After we’ve completed our review of the quarter, we’ll open up the call for questions from the financial analyst community. I would now like to turn the call over to Richard Snyder, Chairman and Chief Executive Officer of Asure Software. Richard N. Snyder: Good morning and welcome to Asure Software’s fiscal ’08 third quarter conference call. With me this morning is Nancy Harris, Vice President and Chief Operating Officer who is responsible for day-to-day tactical execution of the business, and Jay Peterson, our VP and Chief Financial Officer. I will report to you on the state and the health of the overall business, and then Nancy and Jay will give you more details of the results of Quarter 3. This is the second full quarter of operations as Asure Software, which is the combination of the NetSimplicity division and the acquisition of iEmployee in October 2007. These transactions seemed to take more time to complete than expected, but the integration has been successful and is essentially complete. We now have a single lean organization that is focused on a specific mission, and that is to empower small and medium-sized organizations and divisions of large enterprises to operate more efficiently, increase worker productivity, and reduce cost through a suite of on-demand workforce management software and services focused on employee self-service. The workforce management market is a $1 billion opportunity with an 8.5% compounded annual growth rate. This is healthy growth and is driven by the need for all businesses to be more competitive by eliminating or reducing cost by empowering their employees to perform tasks faster, more efficiently, and with a higher level of satisfaction. To give you some examples, Asure Software allows employees under a single log-in to manage many HR related tasks such as obtaining a copy of W2’s, reviewing health benefits or recording their Time and Attendance. All these functions normally require a fully staffed, high cost HR department in the traditional organization; and with Meeting Room Manager, employees can make their own meeting arrangements through a powerful outlook-based scheduler. It’s no longer necessary to dedicate a person to handle this chore centrally, and employee satisfaction has been shown to increase dramatically. The combination of all these solutions positions Asure to be a significant player in this attractive market segment which will drive revenue growth and profitability. I’m pleased to report that Q3 results indicate that this new business is healthy and growing. Sales growth for the quarter was impressive, particularly for Time and Attendance software as a service offering as well as the asset management products. We continue to add new customers in our targeted segments including some noteworthy names such as Boeing and Honeywell, and our international reach is expanding as well. We also have challenges, and I want to share those with you, as well as more importantly what we are doing to address them. As I mentioned, revenue is growing but more slowly than we planned a year ago. The learning curve has been steep since the acquisition including the limited amount of revenue that can be expected from end-quarter sales in the software as a service model. The length of the sales cycle required in this base an additional product requirement that customers expect if you’re going to be a leader. We have reduced cost and achieved synergies impressively, but some of the costs associated with being a public company remain a burden for our size at this early stage of our development. The net effect is somewhat slower progress to profitability. It will be several quarters more than our original plan to reach EBITDA profitability and cash generation. Now, let me be clear, we are very confident in the strategy and health of the business as evidenced by the results I’ve mentioned and Nancy and Jay will provide in more detail. This is a question of timing, not opportunity or execution. Our other choice would be to cut programs and people in an already thin operation to artificially break-even which would place the business at significant risk of failure soon thereafter. So, what are we doing to address these issues? Here are few examples; we are accelerating product development to ensure competitiveness and using customer-based information to set those priorities. We’ve actually increased the marketing budget to drive demand and revenues sooner. We’re also continuing our crusade to eliminate any non-essential expense and to focus on employee productivity. The balance sheet is strong, and we will manage it closely to remain so. Our plan is to continue to have a healthy cash balance through this growth period and to begin to generate and grow cash as soon as possible. Although the stock has continued to trade below a dollar, we do not believe that the price reflects the underlying value that we see from inside the company. Some investors see an essentially new company without much history. The facts, however, show a successful track record in software development, marketing, and sales with NetSimplicity, a significant expansion of potential with the addition of a software as a service based model in the fast-growth workforce management market segment, strong financial resources, and an experienced management team. We believe as many of you have told us, that the best way to change the stock price is solid execution on a quarterly basis. That is our plan and will continue to be management’s focus. Let me turn the call over to Nancy for more detailed analysis on operations in Q3.

: One of the contributing factors to the success of the quarter was Visual Asset Manager, a product that enables organizations to inventory and manage their fixed, mobile, and IP assets. We had record bookings for that product line, which we believe was a reflection of the increased regulatory requirement for organizations to be able to inventory and valuate all assets. School districts are an example where such compliance has become mandatory, and as such, we saw an increased number of transactions with school districts including Arvin Union, Delaware Valley, Waxahachie, and a host of others. We also had a number of large VAM transactions such as our sale to Honeywell that included our bar code scanners and the enterprise version of VAM. Our flagship product, Meeting Room Manager also had a good quarter with a record number of transactions. Demand continued to be strong for MRM, particularly for the enterprise product with the outlook plug-in. In April, we announced the milestone of obtaining our 500th educational customer, expanding on the developments in January when we introduced integrations SunGard Higher Education Banner utility which is the world’s most widely used college course scheduling solution. Although we saw some large transaction push beyond the quarter, we still had our fair share of sizable deals with marquee accounts. In particular, we added Ernest and Julio Gallo Winery, Boeing, McCann-Erickson, and a host of other named accounts to our customer roster. I’d now like to turn briefly to the Q3 highlights for our employee. First off, we had a very strong direct bookings quarter with 88% growth quarter over quarter. We believe the strong direct bookings growth is a reflection of the investment we’ve made in building a solid direct inside sales team here in Austin, and similarly, reflects the investment we’ve made in our web-based marketing model which is driving a strong flow of leads into the funnel. We continue to see strong demands for staff-based workforce management solutions, and specifically, those with a focus on employee self-service. In addition to the search engine marketing model beginning to bear fruit, we launched a new iEmployee website in April. The goal is to create a site that would be more user friendly, have good visitor traffic capture through rich content, and ultimately funnel more leads to our direct team and to our partners. In terms of partnership, we hired a full-time dedicated channel manger to work with Curidium, our largest indirect distribution partner. Spearheaded by our new channel manager, we recently re-launched the iEmployee Time and Attendance product into the Curidium channel with a renewed focus on providing their field with top quality support throughout the sales cycle. In terms of product and product road map, we continue to focus our resources on our flagship product Time and Attendance. Driven by customer demand, we launched a new advanced iClock companion piece for our Time and Attendance product which is a web-based time clock that offers users more flexibility around defining paid and unpaid breaks and other time-off rules. You will see a continued theme of focusing our resources on our key products and releasing market-drive features in a timely manner such that through our products, pricing, and packaging, we remain competitive with the field. Now, I’d like to the turn the call over to Jay Peterson, our Vice President of Finance and Chief Financial Officer.

This morning, I will discuss the financial highlights from this past quarter for our software business and the strength of our balance sheet and working capital. I will then finish with high-level guidance for the future, and then turn the call over for questions from the investment community. First off, our software revenues increased this past quarter by 177% to $2.7 million over the 3 months ended April 2007. In addition, we grew our deferred revenue by over $150,000 from $1.35 million to $1.5 million, and that’s the highest level our deferred revenue has ever been. Revenue versus the prior quarter was essentially flat; however, we did see a 66% increase in our backlog for unfulfilled orders, that is orders we received that did not go to either in-quarter revenue or deferred revenue, and this backlog grew by approximately $300,000 to $500,000. Our software license ASPs declined this past quarter to $7400; however, we did see a significant increase in software license unit sales. Recurring revenue for the third fiscal quarter was in excess of 60% of our revenue and that is revenue that is under contract. Margins this past quarter were 76%, a 1% decrease from the prior quarter’s level of 77%. Had we not grown our backlog this past quarter and converted more of those unfulfilled orders to revenue, our margins would have in fact increased this quarter. Our operating expenses were relatively flat this past quarter at $3.7 million, and note that there is approximately $300,000 in this $3.7 million number that is related to non-software operations and operations as to being part of a public company, and mainly, this $300,000 is litigation from our past intellectual property license business and expenses relating a building that we’re trying to sell our interest in that we are carrying at a cost of approximately $250,000 a quarter. And once we resolve these two situations, our quarterly spending will decrease by about $300,000. For the current fiscal quarter, we are forecasting our overall expenses to remain relatively flat with the past quarter. Let me turn to headcount and synergies. Our headcount ended this quarter at 146 people, and that is down 23% since October. Earlier this quarter in May, we identified additional synergies across the business and that resulted in a reduction to 105 full-time headcount in the company, and that is a reduction of 44% since October from 189 to 105 headcount. Our revenue per headcount is planned to increase this current quarter to approximately $100,000 versus $40,000 in Q2 and approximately $75,000 in Q3. Let me turn to earnings: As planned, we lost 5 cents a share this past quarter versus 5 cents a share the prior quarter; so it’s essentially flat. On an EBITDA basis, our loss increased slightly to $1.1 million versus last quarter’s $1 million. In terms of our balance sheet, our cash balance decreased as anticipated by $1.7 million to $16.2 million, and our DSO this past quarter was 52 days and that was flat with the prior quarter. Our current ratio was 2.8 versus last quarter’s 3.0, and interest income this past quarter was approximately $150,000. Let me now turn to guidance and I’d like to provide guidance in four different areas. First is that we will grow this business in this fiscal quarter and throughout next fiscal year; number two is that we will continue to analyze our operating expenses to identify spending that is not tied to revenue and then we will reduce those expenses; number three is that we plan on generating cash that is EBITDA profitability in fiscal year 2009; and the last point I’d like to make in our planning process, we have analyzed many different financial scenarios, and under all of those different scenarios, we maintained healthy cash balances and liquidity. I would now like to turn the call over to questions from the financial analyst community.

(Operator Instructions) Your first question comes from Richard West - J.M. Dutton & Associates. Richard W. West – J.M. Dutton & Associates: As you indicated, the revenue growth is slower than expected. Can you pinpoint it; it sounds like your NetSimplicity is strong, is it the iEmployee or is it economy or just that orders are coming in slower than expected as far as being recognized revenue wise.

One dynamic that occurred this quarter that we need to manage better in future quarters and that is this backlog growth phenomenon that I talked about. We typically have, let’s say, $250,000 in backlog, that is orders that typically come in at the last minute that we are not able to fulfill and those orders carry both revenue and margin; that number almost doubled this quarter to $500,000, and had we kept our backlog flat, we would have actually grown the business this last quarter by about 7 percentage points, not an insignificant amount, and also had added a couple points to our margin performance. So, we’ve got to get better at anticipating what we need to do to deliver revenue from those orders that might come in at the last minute, and we’ve identified a process and we are working that diligently as we speak.

I would just say that you’re correct in terms of the demand for both product lines as very strong and we did have very solid numbers of transactions including the iEmployee business and the direct growth in bookings we saw there. As Jay mentioned, with that business, and as Dick alluded to, those bookings in a specific quarter do not necessarily become revenue in quarter, they become part of the backlog that upon implementation become revenue. So, it is slower to recognize revenue model than the upfront perpetual business. Richard W. West – J.M. Dutton & Associates: And one more; pricing-wise, are you stuck at the current prices or are you getting under pressure or is there a possibility of increasing prices?

We’ve been adjusting, if you will, the iEmployee prices to make sure that we’re competitive with the market. We believe that we have now established a price point similar to our strategy with NetSimplicity where we would like to be the value play in the market; in other words, the buyers get equal or better functionality in the products for a slightly less price than our competitors, and so, we are now at the point with iEmployee that we believe we’ve attained that level of pricing and we’re moving forward.

At this time there are no further questions in queue. I would like to thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect.